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Exhibit 8.1
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Sears Tower, Suite 5800 |
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233 S. Wacker Dr. |
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Chicago, Illinois 60606 |
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Tel: +312.876.7700 Fax: +312.993.9767 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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| April 29, 2008 |
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Munich |
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Washington,
D.C. |
Discover Bank
12 Read’s Way
New Castle, DE 19720
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Re: |
Discover Card Execution Note Trust, Class A(2008-3) |
DiscoverSeries Notes
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the
Registration Statement on Form S-3 (Registration Nos. 333-141703,
333-141703-01, and 333-141703-02) (the “Registration
Statement”), registering notes to be issued by the Discover
Card Execution Note Trust (the “Note Issuance Trust”),
and the related Prospectus, dated April 24, 2008 and
Prospectus Supplement, dated April 24, 2008 (together, the
“Prospectus”), filed by you with the Securities and
Exchange Commission, relating to the issuance and sale of the Class
A(2008-3) DiscoverSeries Notes (the “Notes”) by the
Note Issuance Trust (the “Offering”) pursuant to the
Indenture, dated as of July 26, 2007, the Indenture
Supplement, dated as of July 26, 2007 and the Terms Document
for the Class A(2008-3) Notes, to be dated as of April 30,
2008, between the Note Issuance Trust as Issuer and U.S. Bank
National Association (“U.S. Bank”) as Indenture
Trustee, you have requested our opinion concerning the statements
in the Prospectus under the caption “U.S. Federal Income Tax
Consequences.” Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the
Indenture.
Our opinion is based on our
examination of the Prospectus, the Amended and Restated Pooling
an
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